Kriti Nutrients Ltd Management Discussions

Economic overview

The global economy remained resilient in 2025, with GDP growth improving marginally to 3.4% from 3.3% in 2024 despite heightened uncertainty following the April 2025 US tariff shock. Although the disruption weighed on global trade sentiment, subsequent policy reversals helped moderate its impact. Advanced economies recorded modest GDP growth

of 1.9%, while emerging markets continued to outperform with growth of 4.4%. Inflation eased significantly to 4.1%, reflecting the gradual normalisation of global price pressures. Among major economies, the US economy

moderated to a GDP growth of 2.1%, China maintained a stable GDP growth at 5.0%, while Europe and Japan witnessed a gradual recovery. Looking ahead, global growth is projected at 3.1% in 2026 and 3.2% in 2027, with inflation expected to remain manageable after a temporary uptick.

India continued to distinguish itself as the worlds fastest-growing major economy, with a GDP growth of 7.7% in FY 2025-26, supported by resilient domestic consumption, robust investment activity and a favourable policy environment.

Inflation remained subdued at 2.1%, creating room for monetary easing, even as the rupee experienced

pressure amid global market volatility.

Economic momentum was driven by a vibrant services sector, a sharp recovery in manufacturing and sustained strength in

both consumption and capital expenditure. Supported by stable macroeconomic fundamentals, tax reforms and continued policy

support, Indias growth is expected to remain robust at around 6.6% in FY 2026-27.

(Source: MoSPI, Press Information Bureau, IMF, OECD Interim Economic Outlook, World Economic Forum, Business Standard, NDTV Profit, Outlook Business, Deccan Chronicle, The Asian Banker, Federal Reserve, Bank of England, European Central Bank and Bank of Japan.)

Indian packaged edible oil market review

Edible oils are an integral part of daily diets across households

and the food processing industry. Derived from various plant sources, they are widely used for cooking, frying and as key ingredients in packaged foods. Rising population, changing dietary habits and growing awareness of cooking oil quality continue to drive demand.

The Indian edible oil market reached

25.33 Million tonnes in 2025 and is projected to grow to 28.34 Million tonnes by 2034, at a CAGR of 1.26% (2026-2034). Growth

is supported by rising disposable incomes, greater health awareness, increasing demand for packaged

and branded oils, a robust food processing sector, evolving preference for healthier oils, and government initiatives such as the National Mission on Edible Oils.

Expansion of organised retail and e-commerce is further improving product accessibility across urban and rural markets.

Despite strong consumption, India remains significantly import dependent. According to the Indian Vegetable Oil Producers

Association (IVPA), domestic edible oil production is estimated at 9.6 Million tonnes in the 2025-26 marketing year, while imports

are expected to reach 16.7 Million tonnes, meeting nearly 60% of domestic demand. Soybean oil is primarily imported from Argentina

and Brazil, while palm oil is sourced mainly from Malaysia and Indonesia.

The edible oil packaging market is also witnessing healthy growth, rising from US$ 6.81 Billion in 2025 to an estimated US$ 11.97

Billion by 2035, at a CAGR of 5.8%. Bottle-based packaging continues to dominate due to its durability, convenience and cost-effectiveness. Manufacturers are increasingly introducing ergonomic designs, easy-pour spouts and tamper-evident seals to enhance safety

and user convenience, supporting the growing demand for efficient packaging solutions.

(Source: IMARC Group, Economic Times, Towards Packaging)

Indian food processing industry review

The food processing industry plays a vital role in enhancing farm incomes, generating employment and reducing post-harvest

losses through investments in preservation and processing infrastructure. Recognising its strategic importance, the Ministry of Food Processing Industries continues to introduce initiatives that accelerated sectoral growth in 2025.

The industry contributes 7.7% of Indias manufacturing output, supports over seven Million jobs, and is projected to reach

? 47,13,350 Cr (US$ 535 Billion) by the end of FY 2025-26, driven by rising consumption, exports and government support under the Make in India programme.

Technology adoption is transforming the sector, with AI-based automation and smart packaging improving efficiency and positioning India as a global hub for food and

packaging materials. The organic food market is expected to grow at a 20.13% CAGR, reaching ?95,148 Cr (US$ 10.80 Billion) by 2033.

Processed food exports have increased from 13.7% of agri-food exports in FY15 to 20.4% in FY 2024-25, while the sectors

GVA has grown from ?1.34 Lakh Cr to ?2.24 Lakh Cr during the same period.

(Source: Press Information Bureau, IBEF)

Sectoral demand drivers Expansion of consumer demand: Edible oils such as coconut,

sunflower, soybean and palm oil

remain essential for household cooking and industrial food production. With Indias population exceeding 1.47 Billion and urbanisation reaching 37.6%, rising disposable incomes and growing consumption of packaged foods continue to support edible oil demand.

Policy support and health awareness: Government initiatives to increase domestic edible oil production, coupled with rising consumer awareness of nutrition and wellness, continue to drive market growth.

Developments in the vegetable oil market: The industry is witnessing rapid advancements in refining,

shelf-life enhancement and nutrient-retention technologies. Manufacturers are expanding domestic oilseed processing, introducing fortified and blended oils, adopting sustainable sourcing practices and launching hygienic, lightweight packaging solutions to improve convenience and product quality.

Import dependence and government intervention: Indias dependence on imports for over 60% of edible oil consumption continues to expose the market to global price volatility. With

domestic production estimated at

9.6 Million tonnes and imports at

16.7 Million tonnes during 2025-26, the Governments National Mission on Edible Oils, with an outlay exceeding ?10,000 Cr, aims to boost production of rapeseed, mustard,

groundnut and soybean, reducing long-term import dependence.

Supportive policy framework: Government initiatives continue to strengthen the sector through investments in food processing infrastructure, domestic oilseed production and agricultural digitisation. Programmes such as the Pradhan Mantri Kisan SAMPADA Yojana (PMKSY),

National Mission on Edible Oils (NMEO), PM-AASHA, and the Digital Agriculture Mission, along with rationalised import duties on crude edible oils during FY 2025-26, are improving supply chain efficiency, supporting farmers, enhancing domestic production and ensuring affordable edible oil availability.

(Source: Rayone Oil Press, 6Wresearch, Vyansa Intelligence, Worldometer, The Economic Times, Press Information Bureau)

Company review

Established in 1995, Kriti Nutrients Limited is a leading manufacturer of soya-based products, engaged in soybean processing, branded refined soybean oil, soya proteins, and lecithin for the food, aqua and poultry, dairy, pharmaceutical,

and retail segments. Its integrated manufacturing complex at Dewas, Madhya Pradesh, comprises solvent extraction, oil refining, lecithin production, water purification, effluent treatment, and packaging facilities equipped with advanced technology and stringent quality

systems. Certified under ISO 9001:2015 and ISO 22000, the

company sources high-quality non-GMO soybeans to ensure product excellence. During FY 2025-26, 95.8% of revenue came from domestic sales and 4.2% from exports.

Financial review

Revenue: Revenue for the year amounted to H929.48 Cr.

Interest and finance cost: Net interest and finance costs for the year amounted to H0.55 Cr.

Profit after tax: During the year, the Company reported a profit after tax amounting to H33.84 Cr.

Key ratios and numbers:
Particulars	FY26	FY25
Turnover (Cr)	921.51	734.34
Debt-equity ratio	0.03	0.01
Return on equity(%)	15	19
Book value per share (H)	45.72	42.29
Earnings per share (H)	6.75	7.39

Business strategy and outlook

Kriti Nutrients is strengthening its position as a value-added food and nutrition company by expanding beyond commodity

edible oils into high-margin soybean protein ingredients and branded consumer products. The Company is leveraging Indias rising demand for healthier food, increasing preference for trusted packaged brands and growing global opportunities for plant-based proteins. Strategic investments in product innovation, alternate edible oils, consumer-pack expansion, digital distribution and geographical reach are expected to accelerate long-term growth. Supported by strong manufacturing capabilities, recognised quality certifications and a disciplined operating model, Kriti Nutrients remains well positioned

to create sustainable value across domestic and international markets.

Information technology and digitalisation

Technology continues to play an increasingly important role in strengthening Kriti Nutrients operational efficiency and decision-making. The Company

has integrated advanced digital platforms including SAP ERP, SAP HANA, Customer Relationship

Management (CRM), Human Resource Management (HRM) and AI-enabled sales and distribution management systems to enhance planning, execution and customer engagement. Data analytics support better demand

forecasting, inventory optimisation, retail visibility and supply chain responsiveness, while enabling faster, data-driven business decisions.

Human resource

At Kriti Nutrients, our people remain central to our growth. We continuously invest in enhancing employee capabilities through training in technical, behavioural, managerial, and leadership skills to strengthen operational excellence, decision-making, and customer focus. We also maintain a strong emphasis on workplace safety, ethical conduct, and a culture of integrity across the organisation. As on 31st March, 2026, the Company had a workforce of 234 employees, reflecting the strength of its human capital.

Internal control systems and their adequacy

Kriti Nutrients has established a robust internal audit framework that is continuously strengthened to safeguard assets, ensure regulatory

compliance, and facilitate the timely resolution of outstanding issues. The Audit Committee plays a pivotal role in this process, regularly reviewing reports from internal auditors

and addressing observations that require management attention.

In addition to overseeing corrective measures, the committee ensures effective implementation of remedial actions and maintains transparent communication channels with both statutory and internal auditors.

Cautionary statement

This Management Discussion and Analysis Report contains certain forward-looking statements, within the meaning of applicable laws and regulations, that outline the Companys objectives, projections, estimates, and expectations.

However, actual results may differ materially from those expressed or implied in these statements. Several factors could impact the Companys operations, including the availability and prices of raw materials, cyclical demand and pricing fluctuations

in principal markets, changes in government regulations, tax

regimes, foreign exchange markets, and economic developments within India and countries where the Company conducts business. Other incidental factors may also influence the Companys performance.

NOTICE

NOTICE is hereby given that the 30thAnnual General Meeting (AGM) of the Members of Kriti Nutrients Limited (KNL) will be held on Wednesday the 12 th day of August, 2026 at 4:30 P.M. through Video Conferencing (VC) or Other Audio Visual Means (OAVM) for which purposes the Corporate Office of the Company situated at 8 th Floor, Brilliant Sapphire Plot No.10, PSP, IDA, Scheme No.78, Part II, Indore (M.P.) 452010 shall be deemed as the venue for the Meeting and the proceedings of the 30 th AGM shall be deemed to be made thereat, to transact the following businesses:

ORDINARY BUSINESSES:

? To receive, consider and adopt the Audited Standalone and Consolidated Financial Statements containing the Balance Sheet as at 31st March, 2026, the Statement of Profit & Loss, Cash Flow, Change in Equity and notes thereto of the Company for the Financial Year ended 31st March, 2026 and the reports of the Board of directors and Auditors thereon as on that date and in this regard, to consider and if thought fit, to pass the following resolutions as an Ordinary resolutions:

? RESOLVED THAT the audited financial statement of the Company for the financial year ended 31st March, 2026 and the reports of the Board of Directors and Auditors thereon, as circulated to the members, be and are hereby considered and adopted.

? RESOLVED THAT the audited consolidated financial statement of the Company for the financial year ended 31st March, 2026 and the report of Auditors thereon, as circulated to the members, be and are hereby considered and adopted.

? To confirm the payment of the interim dividend for the Financial Year 2025-26 and in this regard, pass the following resolution as an Ordinary Resolution:

RESOLVED THAT the interim dividend of H3.00 (300%) as declared and paid by the Board of Directors on 8 th November, 2025 on 5,01,03,520 equity share of H1/- each aggregating H1503.11 Lakhs for the Financial Year 2025-26 is hereby approved and is hereby confirmed as the full and Final payment of divided for the year 2025-26.

? To appoint Mr. Saurabh Singh Mehta (DIN:00023591) who retires by rotation in terms of Section 152(6) of the Companies Act, 2013, at this Annual General Meeting and being eligible offers himself for re-appointment and in this regard, to consider and if thought fit, to pass the following resolutions as an Ordinary resolution:

RESOLVED THAT in accordance with the provisions of Section 152 and other applicable provisions of the Companies Act, 2013, Mr. Saurabh Singh Mehta (DIN: 00023591) , who retires by rotation at this meeting, be and is hereby appointed as a Director of the Company liable to retire by rotation.

? To consider the re-appointment of M/s M Mehta & Company, Chartered Accountants (FRN 000957C) as the Statutory Auditors of the Company and in this regard, to considers and if thought fit, to pass, the following resolution as an Ordinary Resolution:

RESOLVED THAT pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification or re-enactment thereof for the time being in force) and the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, M/s M Mehta & Company, Chartered Accountants (FRN 000957C) , be and are hereby re-appointed as Statutory Auditors of the Company to hold office for the second consecutive term of 5 (five) years, from the conclusion of this the 30 th Annual General Meeting (AGM) of the Company till the conclusion of the 35 th AGM of the Company to be held in the year 2031, to examine and audit the accounts of the Company at such remuneration as may be decided by the Board of Directors upon the recommendation of the Audit Committee in consultation with the Statutory Auditors of the Company.

SPECIAL BUSINESSES:

? To ratify the remuneration of the Cost Auditor for the Financial Year 2026-27 and in this regard, to consider and if thought fit to pass the following resolution as an Ordinary Resolution:

RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), the Members of the Company be and hereby ratify the payment of remuneration of H35,000 (H Thirty-Five Thousand Only), plus applicable taxes and reimbursement of out of pocket expenses at actuals, if any to M/s Dhananjay

V. Joshi & Associates, Cost Accountants (FRN: 000030) as appointed by the Board of Directors on the recommendation of the Audit Committee of the Board, as Cost Auditors to conduct the audit of the Cost Records for the Financial Year ending 31 st March, 2027.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts, deeds and things and take all such steps as may be necessary, proper or expedient to give effect to this resolution and for matters connected therewith or incidental thereto.

? To confirm the revision in remuneration of Mr. Saurabh Singh Mehta (DIN: 00023591) Whole-time Director and designated as Joint Managing Director of the Company and in this regard, to consider and if thought fit to pass the following resolution as a Special Resolution:

RESOLVED THAT pursuant to the recommendation of the Nomination and Remuneration Committee & Board of Directors and subject to the provisions of Sections 196, 197, 198 and 203 and other applicable provisions of the Companies Act, 2013 and the rules made there under (including any statutory modification or re-enactment thereof) read with Schedule V of the Companies Act, 2013 and applicable Regulations 17(6)(e) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, as amended from time to time and Articles of Association of the company, consent of the Members of the Company be and is hereby accorded for the revision in the remuneration payable to Mr. Saurabh Singh Mehta (DIN:00023591) as the Whole-time Director and designated as the Joint Managing Director of the Company, for the remaining part of his tenure i.e. with effect from 1 st April, 2026 to 31 st July, 2027, on such remuneration and terms and conditions as are annexed herewith as explanatory statement:

RESOLVED FURTHER THAT pursuant to Regulation 17(6)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the applicable provisions of the Companies Act, 2013 and as per the recommendation of the Nomination & Remuneration Committee and the approval of the Board of directors of the company, the consent of the members be and is hereby accorded for the revision in remuneration payable to Shri Saurabh Singh Mehta, Whole-time Director designated as Joint Managing Director of the Company, to the aggregate annual remuneration payable to him may exceeds 5% (Five percent) of the net profits of the company, calculated in accordance with the provisions of Section 198 of the Companies Act, 2013.

RESOLVED FURTHER THAT in the event of there being any loss or inadequacy of profit for any financial year, the aforesaid remuneration payable to Mr. Saurabh Singh Mehta shall be minimum remuneration payable by the Company.

RESOLVED FURTHER THAT there shall be clear relation of the Company with Mr. Saurabh Singh

Mehta as the Employer-Employee and each party may terminate the above said appointment with six months prior notice in writing or salary in lieu thereof.

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to do all such acts, deeds, matters and things and to decide breakup of his remuneration within the permissible limits in its absolute discretion as may considered necessary, expedient or desirable and to vary, modify the terms and conditions and to settle any question, or doubt that may arise in relation thereto in order to give effect to the foregoing resolution, or as may be otherwise considered by it to be in the best interest of the Company.

? To Re-appoint and to fix the remuneration of Mr. Shiv Singh Mehta (DIN: 00023523) as Chairman and Managing Director of the Company and in this regard, to consider and, if thought fit to pass, the following resolution as a Special Resolution:

RESOLVED THAT pursuant to the recommendation of the Nomination and Remuneration Committee and Board of Directors and subject to the provisions of sections 196, 197, 198 and 203 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification or re-enactment thereof) read with Schedule V of the Companies Act, 2013 and applicable Regulations 17(6)(e) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, as amended from time to time and Articles of Association of the company, consent of the members be and is hereby accorded to re-appoint Mr. Shiv Singh Mehta (DIN:00023523) as the Chairman and Managing Director of the Company, who also hold the office of the Managing Director of Kriti Industries (India) Limited, for a further term of 3 (three) years with effect from 12 th January, 2027 to 11 th January, 2030 and having age above the 70 (Seventy) years, on such remuneration and terms and conditions as are annexed herewith as explanatory statement;

RESOLVED FURTHER THAT pursuant to Regulation 17(6)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the applicable provisions of the Companies Act, 2013 and as per the recommendation of the Nomination & Remuneration Committee and the approval of the Board of directors of the company, the consent of the members be and is hereby accorded for the providing remuneration to Shri Shiv Singh Mehta, Chairman and Managing Director of the Company , to the aggregate annual remuneration payable to him may exceeds 5% (Five percent) of the net profits of the company, calculated in accordance with the provisions of Section 198 of the Companies Act, 2013.

FURTHER RESOLVED THAT in the event of there being any loss or inadequacy of profit for any financial year the remuneration payable to Mr. Shiv Singh Mehta shall be minimum remuneration payable by the Company;

FURTHER RESOLVED THAT there shall be clear relation of the Company with Mr. Shiv Singh Mehta as the Employer-Employee and each party may terminate the above said appointment with six months prior notice in writing or salary in lieu thereof;

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to do all such acts, deeds, matters and things and to decide breakup of his remuneration within the permissible limits in its absolute discretion as may considered necessary, expedient or desirable and to vary, modify the terms and conditions and to settle any question, or doubt that may arise in relation thereto in order to give effect to the foregoing resolution, or as may be otherwise considered by it to be in the best interest of the Company.

? To Re-appoint and to fix remuneration of Mr. Saurabh Singh Mehta (DIN: 00023591) as Whole-time Director designated as Joint Managing Director of the Company and in this regard, to consider and, if thought fit to pass, the following resolution as a Special Resolution:

RESOLVED THAT pursuant to the recommendation of the Nomination and Remuneration Committee and Board of Directors and subject to the provisions of sections 196, 197, 198 and 203 and other applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory modification or re-enactment thereof) read with Schedule V of the Companies Act, 2013 and applicable Regulations 17(6)(e) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, as amended from time to time and Articles of Association of the company, consent of the members be and is hereby accorded to re-appoint Mr. Saurabh Singh Mehta (DIN: 00023591) Whole-Time Director and designated as Joint

Managing Director of the Company, for a further term of 3 (three) years with effect from 1 st August, 2027 to 31 st July, 2030, on such remuneration and terms and conditions as are annexed herewith as explanatory statement;

RESOLVED FURTHER THAT pursuant to Regulation 17(6)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the applicable provisions of the Companies Act, 2013 and as per the recommendation of the Nomination & Remuneration Committee and the approval of the Board of directors of the company, the consent of the members be and is hereby accorded for the revision in remuneration payable to Shri Saurabh Singh Mehta, Whole-time Director designated as Joint Managing Director of the Company, to the aggregate annual remuneration payable to him may exceeds 5% (Five percent) of the net profits of the company, calculated in accordance with the provisions of Section 198 of the Companies Act, 2013.

FURTHER RESOLVED THAT in the event of there being any loss or inadequacy of profit for any financial year the remuneration payable to Mr. Saurabh Singh Mehta shall be minimum remuneration payable by the Company;

FURTHER RESOLVED THAT there shall be clear relation of the Company with Mr. Saurabh Singh Mehta as the Employer-Employee and each party may terminate the above said appointment with six months notice in writing or salary in lieu thereof;

RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to do all such acts, deeds, matters and things and to decide breakup of his remuneration within the permissible limits in its absolute discretion as may considered necessary, expedient or desirable and to vary, modify the terms and conditions and to settle any question, or doubt that may arise in relation thereto in order to give effect to the foregoing resolution, or as may be otherwise considered by it to be in the best interest of the Company.

Date:5 th May, 2026 By order of the Board of Directors

Place: Indore

Kriti Nutrients Limited Raj Kumar Bhawsar

CIN: L24132MP1996PLC011245 Company Secretary

Registered Office: M. No. F7186

Mehta Chamber, 34 Siyaganj, Indore (M.P.) 452007